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HC Group Inc. Capital/Financing Update 2014

Nov 27, 2014

50493_rns_2014-11-27_6a761c8a-96ca-4637-8441-28a869752ab1.pdf

Capital/Financing Update

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement is for information purposes only and does not constitute an invitation or solicitation of an offer to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities.

This announcement is not for distribution, directly or indirectly, in or into the United States. This announcement and the information contained herein does not constitute or form part of an offer to purchase, subscribe or sell securities in the United States. Securities may not be offered or sold in the United States unless registered pursuant to the U.S. Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an applicable exemption from such registration requirements. Any public offering of securities to be made in the United States will be made by means of a prospectus that will contain detailed information about the Company and management, as well as financial statements. The securities referred to herein have not been and will not be registered under the Securities Act and no public offering of securities will be made in the United States. The securities described in this announcement will be sold in accordance with all applicable laws and regulations. No money, securities or other consideration is being solicited by this announcement or the information contained herein and, if sent in response to this announcement or the information contained herein, will not be accepted.

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HC INTERNATIONAL, INC. 慧聰網有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Main Board Stock Code: 2280)

COMPLETION OF THE ISSUE OF HK$780,000,000 5.00% CONVERTIBLE BONDS DUE 2019

As Sole Global Coordinator and Lead Joint Bookrunner

As Joint Lead Managers and Joint Bookrunners

  • For identification purposes only

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The Board is pleased to announce that the issue of the Bonds has been completed on 27 November 2014.

Reference is made to the announcement of the Company dated 20 November 2014 (the “ Announcement ”) in relation to the issue of the Bonds. Capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement unless the context requires otherwise.

The Board is pleased to announce that the issue of the Bonds in the principal amount of HK$780,000,000 has been completed on 27 November 2014. The estimated net proceeds from the Subscription of the Bonds, after deducting the underwriting discounts and commissions and estimated expenses payable in connection with the Bond Issue, amount to approximately HK$761,629,000. The Company intends to use the net proceeds from the issue of the Bonds for potential acquisitions or investments, micro-finance business expansion and general corporate purposes. The net price for each Conversion Share is estimated to be approximately HK$11.36 (subject to adjustments). The Bonds are expected to be listed on the Stock Exchange on 28 November 2014.

By Order of the Board HC International, Inc. Guo Jiang Chief Executive Officer and Executive Director

Beijing, the PRC, 27 November 2014

As at the date of this announcement, the Board comprises:

  • Mr. Guo Fansheng (Executive Director and Chairman)

  • Mr. Guo Jiang (Executive Director and Chief Executive Officer)

  • Mr. Lee Wee Ong (Executive Director and Chief Financial Officer)

  • Mr. Yang Ning (Executive Director and President)

  • Mr. Li Jianguang (Non-executive Director)

  • Mr. Guo Wei (Non-executive Director)

  • Mr. Zhang Ke (Independent non-executive Director)

  • Mr. Xiang Bing (Independent non-executive Director)

  • Mr. Zhang Tim Tianwei (Independent non-executive Director)

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